1. These shares were acquired pursuant to exercises of stock options as described in Table II.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 sales plan adopted by Mr. Hirz on December 11, 2015.

3. These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions at prices ranging from $17.92 to $18.44 per share. The price reported reflects the weighted average price. Mr. Hirz undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions at prices ranging from $18.14 to $18.63 per share. The price reported reflects the weighted average price. Mr. Hirz undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. The option was granted on April 6, 2010. A portion of the option was scheduled to vest ratably over four years following the date of grant, and the remainder of the option was scheduled to vest upon achievement by Smart & Final Holdings Corp. of certain performance measures. In connection with the acquisition of Smart & Final Holdings Corp. by Smart & Final Stores, Inc., this option accelerated and vested in accordance with its terms on November 15, 2012.

/s/ Richard N. Phegley, by power of attorney

01/13/2016

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).